Financial Performance - Total revenues for the three months ended September 30, 2024, were $5,440,000, a decrease of $7,767,000 or 58.81% compared to $13,207,000 in 2023[278]. - Total revenues for the three months ended September 30, 2024, decreased by US$23.6 million, or 56.74%, compared to the same period in 2023, totaling US$18.0 million[300]. - Total revenue for the nine months ended September 30, 2024, was approximately $18.1 million, a decline of 56.6% from $41.7 million in the same period in 2023[342]. - The Distribution Business contributed 86.42% of total revenue in Q3 2024, with commissions decreasing by $7.2 million or 60.42% from $11.9 million in 2023 to $4.7 million in 2024[279]. - The Platform Business contributed 13.58% of total revenue for the three months ended September 30, 2024, with total revenue of $739,000, a decrease of $592,000 or 44.48% from $1,331,000 in 2023[281]. - The Distribution Business contributed 84.43% of total revenue for the nine months ended September 30, 2024, with a significant revenue drop of US$22.4 million, or 59.51%, from US$37.6 million in 2023 to US$15.2 million in 2024[301]. Expenses and Losses - Total operating expenses for the three months ended September 30, 2024, decreased by US$34.2 million, or 43.82%, totaling US$43.8 million[299]. - Total operating expenses decreased by $8,927,000 or 36.36% from $24,550,000 in 2023 to $15,623,000 in 2024[283]. - Commission expense for the Distribution Business decreased by $6.8 million or 78.55% from $8.6 million in 2023 to $1.8 million in 2024[284]. - Net loss for the three months ended September 30, 2024, decreased by US$3.5 million, or 27.10%, totaling US$28.8 million, primarily due to a decrease in operating expenses of US$8.9 million[298]. - Net loss decreased by US$6.7 million, or 18.92%, for the nine months ended September 30, 2024, compared to the same period in 2023[320]. - Loss from operations decreased by US$10.5 million, or 29.01%, for the nine months ended September 30, 2024, compared to the same period in 2023[314]. Cash Flow and Capital Requirements - As of September 30, 2024, the cash balance was US$5.1 million, which is insufficient to meet planned obligations for the next 12 months[321]. - Future capital requirements will depend on revenue growth, spending on sales and marketing, and overall economic conditions[327]. - The company expects operating losses to continue into the foreseeable future as it invests in growing its businesses[326]. - For the nine months ended September 30, 2024, net cash used in operating activities was $20.7 million, a decrease from $33.4 million for the same period in 2023[332]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $18.3 million, primarily due to advances from the holding company and proceeds from convertible promissory notes[337]. - The company intends to raise additional capital through various debt and equity offerings to support its operations and growth strategy[344]. Business Operations and Strategy - The Company aims to transform JFA into the best medical care institution in Asia by 2025, focusing on technology and data analytics to improve healthcare services[276]. - The healthcare network operated by JFA includes over 700 healthcare service providers and records over 380,000 outpatient and inpatient visits annually[274]. - The Company is focused on leveraging technology to create a "Smart Health" ecosystem, enhancing patient-care management and reducing operating costs[275]. - The Company plans to expand its distribution footprint in Mainland China and expects sales volumes to return to pre-pandemic levels[262]. Stock and Shareholder Information - The Merger Transaction was completed on October 15, 2024, resulting in the issuance of 107,674,877 shares of common stock and 11,801,804 shares of Series A-1 preferred stock[245]. - The Company executed a 1.9365-to-1 forward stock split on October 1, 2024, increasing the total number of authorized ordinary shares from 1.5 billion to 2.9 billion[248]. - Nasdaq granted the company an additional 180 days to regain compliance, which was achieved on May 3, 2024, with the stock price exceeding $1.00 per share for 10 consecutive trading days[346]. Investments and Financial Assets - The Fintech Business includes investments in Tandem Money Limited valued at $17.75 million and CurrencyFair Limited valued at $5.89 million as of September 30, 2024[269]. - The change in fair value of warrant liabilities resulted in a recognition of US$0.6 million for the three months ended September 30, 2024[297]. - Investment loss decreased by US$0.8 million, or 100.00%, for the three months ended September 30, 2024, mainly due to a decrease in unrealized loss in non-marketable equity securities[296]. Advisor and Product Information - As of September 30, 2024, the Company had approximately 562 financial advisors at its "Focus" brand, organized into 10 sales teams[255]. - The Platform Business offers over 1,800 financial products, including 1,183 insurance products from 80 providers and 1,141 products from 53 asset management fund houses[267].

Core Viewpoint - AGBA Group Holding Limited has completed its merger with Triller Corp, resulting in a name change to Triller Group Inc, with trading expected to commence under new tickers on October 16, 2024 [1][3]. Group 1: Merger Details - The merger has resulted in former AGBA shareholders owning 30% and former Triller stockholders owning 70% of the combined company's outstanding common stock [4]. - The combined company's common stock and warrants will trade under the tickers "ILLR" and "ILLRW" on Nasdaq Capital Market [1]. Group 2: Leadership and Strategy - A statement regarding future leadership, strategy, and objectives will be made on October 22, 2024 [2]. Group 3: Company Background - AGBA Group Holding Limited, established in 1993, is a multi-channel business platform offering financial services and healthcare products through a tech-led ecosystem [5]. - Triller Corp. is an AI-powered social media and live-streaming platform that integrates music culture with sports and entertainment, utilizing proprietary AI technology to enhance content reach [6].

The previously announced reverse stock split to comply with Nasdaq’s rules in connection with the merger will take effect on October 15, 2024. NEW YORK, NY / LOS ANGELES, CA , Oct. 14, 2024 (GLOBE NEWSWIRE) --  AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” or the “Company”) and Triller Corp. (“Triller”) today announced that Nasdaq approval for their merger was received on October 11, 2024. The merger is now expected to be completed on October 15, 2024. This merger represents the next step in AGBA and Tr ...

Their stock splits aren't the main reason for these stocks' huge gains this year.Everyone knows that slicing a pizza into six or eight pieces doesn't provide more food than slicing it into four pieces. Such slicing is basically what stock splits do.However, stock splits can sometimes attract new investors who otherwise wouldn't have bought the stock. And this can drive the share price higher. We've perhaps seen this phenomenon in effect this year with several high-profile stock splits. Here are the three be ...

AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” or the “Company”) and Triller Corp. (“Triller”), today announced that their merger is expected to close on Monday, October 14, 2024 subject to final Nasdaq approval.  NEW YORK, NY / LOS ANGELES, CA, Oct. 11, 2024 (GLOBE NEWSWIRE) -- AGBA, a multi-channel business platform delivering first-class financial services through machine-learning technologies, and Triller, a next generation, AI-powered, social media and live-streaming event platform, today announced ...

AGBA's merger with Triller Corp. is on track to closeShareholder approval was granted for AGBA to be incorporated as a Delaware Corporation and domiciled in the U.S., operating under the name Triller Group Inc.All AGBA/Triller merger closing conditions have been met, with the exception of the final Nasdaq listing regulatory approval, soon anticipatedNEW YORK, Sept. 19, 2024 /PRNewswire/ -- AGBA Group Holding Limited (Nasdaq: AGBA) ("AGBA" of the "Company"), a multi-channel business platform delivering first ...

Not BKFC fighters, but women do fight! Andreas Kuehn/DigitalVision via Getty Images Manole Capital Management Triller/AGBA/BKFC September 2024 Introduction: Triller is a platform that is primarily known in the music and entertainment industry, reaching the top spot in app stores across 79 countries. In 2020, Triller even surpassed its primary competitor, TikTok, in the US app store. As of today, Triller has 450 million user accounts and is preparing for a public listing. Within the next few weeks, Triller ...

Financial Performance - AGBA's operating revenues for the three months ended March 31, 2024, were $9,942,700, compared to $9,150,056 for the same period in 2023, reflecting a year-over-year increase of approximately 8.6%[73] - The operating expenses for AGBA in Q1 2024 were $19,918,718, a significant decrease from $33,492,096 in Q1 2023, indicating a reduction of about 40.7%[73] - AGBA reported a net loss of $51,331,634 for the three months ended March 31, 2024, compared to a net loss of $28,975,930 for the same period in 2023, representing an increase in losses of approximately 77.1%[73] - Triller's operating revenues for the three months ended March 31, 2024, were also $9,942,700, consistent with AGBA's figures, indicating a stable revenue stream[75] - Triller's net loss for the three months ended March 31, 2024, was $43,183,260, which is an increase from a net loss of $28,975,930 in Q1 2023, marking an increase in losses of approximately 48.5%[75] - For the year ended December 31, 2023, AGBA reported a pro forma net loss of $354.3 million, with a net loss per share of $0.85[107] - The net loss attributable to the post-combination entity was $294,890,000, reflecting a substantial increase in losses compared to the previous period[95] Assets and Liabilities - Total assets for AGBA as of March 31, 2024, were $187,507,874, down from $270,425,210 as of December 31, 2023, indicating a decrease of about 30.6%[73] - Total liabilities for AGBA as of March 31, 2024, were $348,220,477, compared to $406,887,952 as of December 31, 2023, reflecting a decrease of approximately 14.4%[73] - The pro forma combined total assets for AGBA and Triller as of March 31, 2024, are projected to be approximately $186,519,995, reflecting the merger's impact on asset consolidation[76] - Total current assets amount to $7,799 million, with cash and cash equivalents at $2,821 million[85] - Total non-current assets are reported at $179,587 million, including goodwill of $163,425 million[85] - The company has a total equity of $(160,712) million, reflecting an accumulated deficit of $(1,602,556) million[91] - Total liabilities stand at $348,220 million, with current liabilities at $276,542 million[86] Merger and Acquisition Details - The merger agreement anticipates that Triller stakeholders will hold 70% of the combined entity's capital stock post-merger, while AGBA shareholders will hold the remaining 30%[80] - The merger is accounted for as a reverse acquisition, with Triller designated as the accounting acquirer, impacting the financial reporting structure of the combined entity[81] - The company accrued $400,000 in transaction costs related to the merger with Triller[104] - The acquisition will result in goodwill calculated based on the fair value of consideration transferred, which includes 101,726,759 equity interests[101] Regulatory and Compliance Risks - The Holding Foreign Companies Accountable Act may lead to AGBA's securities being delisted if its auditor is not subject to PCAOB inspections for two consecutive years[133] - Recent regulatory actions in the PRC regarding data security and overseas listings could impact AGBA's ability to raise capital internationally[132] - The evolving legal landscape in the PRC poses uncertainties that could materially affect AGBA's business operations and investor confidence[132] - The company is subject to increasing public scrutiny and regulatory enforcement, which could lead to fines, loss of licenses, and damage to its reputation[185] - Changes in data protection and privacy laws may limit the company's ability to process personal information, affecting its product effectiveness and strategic partnerships[185] Market and Economic Conditions - Triller's revenue generation is influenced by discretionary consumer and corporate spending, which is subject to macroeconomic conditions and unforeseen events[116] - A significant slowdown in AI and AI-related markets could negatively impact Triller's business and earnings growth potential[116] - The company faces risks related to changes in U.S. and Chinese trade policies, which could adversely affect its growth plans[140] - AGBA's financial services revenues are highly dependent on macroeconomic conditions in Hong Kong and China, with potential impacts from global financial market disruptions[140] Operational Challenges - The company faces intense competition from financial advisory firms, banks, and insurance companies, with new entrants in the fintech industry posing additional threats[156] - Significant increases and decreases in the number of transactions by clients can materially affect profitability and operational efficiency, leading to potential service delivery failures[154] - The company relies on third-party service providers for essential business functions, and any failure in their performance could adversely impact operations and financial condition[150] - The company is in the process of re-branding and obtaining new domain names and trademark registrations, which are critical for its competitive position[176] Legal and Litigation Issues - Triller is currently involved in multiple lawsuits, including a class action lawsuit alleging unpaid wages and a lawsuit against Universal Music Publishing Group, which could result in substantial monetary damages or fines[242] - The company is subject to various restrictive covenants under the Total Formation Convertible Note, including seeking prior consent for loans exceeding $1 million and incurring additional indebtedness[225] - Triller has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[231] Technology and Innovation - Triller's ability to introduce new features and enhancements is contingent on adequate funding for research and development, which is critical for competitive performance[116] - The Platform Business relies on the ability to process loan applications online and provide conveniences such as electronic signatures and instant status updates, which requires significant capital expenditures on proprietary technology platforms[146] - The company aims to streamline operations and solutions through advanced technologies currently under development, but may encounter technical obstacles that could affect performance[148] Talent and Management - Triller's management team is crucial for executing its business strategy, and the loss of key personnel could adversely affect operations[116] - AGBA's performance is significantly influenced by key management and personnel, making talent retention critical for business success[172] - The company faces intense competition for talent in Hong Kong's financial technology industry, impacting its ability to attract and retain qualified personnel[173]

Upon transaction closing, the newly combined companies will trade on the Nasdaq under the name “Triller Group Inc.” with new expected ticker “ILLR”Transaction closing is anticipated to occur soon, subject to regulatory clearance, approval by AGBA’s shareholders and other customary closing conditionsMerger will create a cutting-edge, next-generation, social media and entertainment platform for creators and users, powered by AI and machine-learning technologies LOS ANGELES, Sept. 03, 2024 (GLOBE NEWSWIRE) -- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP HOLDING LIMITED | --- | --- | |--------------------------------------------------------------------------------------- ...